SYNTEC OPTICS HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
OPTX$4.87+29.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-10-06.
0001493152-25-016964
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-022438
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 92 current paragraphs.
69 unchanged; 12 reworded; 11 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Comparisons for the Three and Nine Months Ended September 30, 2025 and 2024
Current report
Net sales decreased by approximately $0.5 million, or 3%, to $20.6 million for the nine months ended September 30, 2025, as compared to $21.1 million for the nine months ended September 30, 2024. This decrease was primarily due to a decrease of $1.7 million in the consumer market, partially offset by increases in the defense market of $0.3 million, an increasein the medical market of $0.7 million, and an increase in the communication market of $0.1 million.
Current report
General and administrative expenses increased by $0.3 million, or 20%, to $2.1 million for the three months ended September 30, 2025, as compared to $1.7 million for the three months ended September 30, 2024. This increase was primarily due to an increase in management fees related to compensation of independent board members and audit fees related to the completion of the 2024 audit. For the nine months ended September 30, 2025, general and administrative expenses of $5.6 million were down $0.3 million from 2024, driven by decreases in outside consulting fees, decreases in research and development expenses, reduction of sales wages, and a reduction in general and administrative bonuses, with the various expense improvements partially offset by increases in management fees to independent board members, higher audit fees related to the completion of the 2024 audit, and an increase in management expense in the manufacturing area.
Current report
Total Other (Expenses) Income
Current report
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Current report
The Company maintains a credit facility with M&T Bank consisting of a revolving line of credit and term loans under an Amended and Restated Credit Agreement dated November 30, 2024, as amended on March 25, 2025. The facility contains customary financial covenants, including a minimum fixed charge coverage ratio and a maximum total leverage ratio. The line of credit is included in the calculation of these ratios.
Current report
As of September 30, 2025, the Company was not in compliance with these financial covenants. On November 12, 2025, M&T Bank provided a formal written waiver of the covenant defaults. As a condition of the waiver, the Company agreed to (i) repay certain term and equipment loans aggregating approximately $1.3 million by November 14, 2025; (ii) execute subordination agreements on shareholder loans prohibiting repayment without lender consent;; and (iii) reduce total availability under the revolving credit line from $8.0 million to $7.5 million.
Current report
To facilitate the required paydowns under the waiver, the Company has obtained approximately $1.5 million of financing from a related party (the Company’s majority stockholder and Chief Executive Officer) in the form of a debt agreement.
Current report
Following these actions, the Company remains in good standing with M&T Bank and continues to have full access to its $7.5 million revolving credit facility, subject to customary borrowing-base provisions. Management believes that these modifications strengthen the Company’s liquidity position and expects to maintain compliance with all amended covenants through the remainder of 2025.
Current report
Cash Flow — Nine Months Ended September 30, 2025 and 2024
Current report
Net cash provided by operating activities was $0.7 million for the nine months ended September 30, 2025, as compared to net cash used in operating activities of $1.6 million for the nine months ended September 30, 2024. The primary drivers for the year over year change include an increase in the net loss of $0.5 million, the one time gain on sale of asset in 2024 of $0.3 million, a reduction in deferred income tax of $0.5 million, an inventory increase of $1.0 million, a change in year over year accounts receivable of $0.9 million, and an increase in accounts payable of $1.6 million.
Removed paragraphs (7)
Previous report
Comparisons for the Three Months Ended and Six Months Ended June 30, 2025 and 2024
Previous report
Net sales increased by $0.4 million, or 2.8%, to $13.6 million for the six months ended June 30, 2025, as compared to $13.3 million for the six months ended June 30, 2024. This increase was primarily due to an increase of $1.4 million spread across the defense, medical and communication end markets, offset by a decrease in the consumer market of $1.0 million.
Previous report
General and administrative expenses decreased by $0.3 million, or 13.5%, to $1.7 million for the three months ended June 30, 2025, as compared to $2.0 million for the three months ended June 30, 2024. This decrease was primarily due to an approximately $0.04 million decrease in computer and supplies, a $0.13 million decrease in professional fees, a $0.02 million reduction in health care costs and a $0.07 million savings in advertising and marketing expenses. For the six months ending June 30, 2025 general and administrative expenses of $3.5 million were down $0.6 million from 2024 driven by a $0.4 million decrease in outside services and consulting, $0.1 million decrease in insurance costs, and a $0.1 million decrease in travel expenses.
Previous report
Total Other Income (Loss)
Previous report
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Previous report
Cash Flow — Six Months Ended June 30, 2025 and 2024
Previous report
Net cash provided by operating activities was $0.14 million for the six months ended June 30, 2025, as compared to net cash used by operating activities of $1.98 million for the six months ended June 30, 2024. The primary drivers for the year-over-year change were a $0.9 million net improvement in net income as well as other favorable changes to balance sheet accounts including accounts receivable, and inventory.
Reworded paragraphs (12)
Previous wording
Syntec Optics plans to further add bolt-on acquisitions for inorganic growth in the fragmented photonics industry by expanding our portfolio of our existing, U.S.-based, advanced manufacturing processes of making thin-film coated glass, crystal, or polymer components and their housings, which are ultimately assembled into high performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to grow to the new end markets of communications and sensing. Syntec Optics entered the communications end market in 2023. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (NIST) funded research and development project for the sensing end market. The communication end market is characterized by the use of optics and photonics for data transmittal and reception of information, including, for example, satellite communications and other associated applications. The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other associated applications.
Current wording
Syntec Optics plans to grow to the new end markets of communications and sensing. Syntec Optics entered the communications end market in 2023. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (NIST) funded research and development project for the sensing end market. The communication end market is characterized by the use of optics and photonics for data transmittal and reception of information, including, for example, satellite communications and other associated applications. The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other associated applications.
Previous wording
Net sales decreased by $0.4 million, or 6.4%, to $6.6 million for the three months ended June 30, 2025, as compared to $7.0 million for the three months ended June 30, 2024. This decrease was primarily due to decreases in consumer markets of $1.0 million partially offset by increases in communications markets of $0.3 million and in defense of $0.2 million.
Current wording
Net sales decreased by $0.9 million, or 11%, to $7.0 million for the three months ended September 30, 2025, as compared to $7.9 million for the three months ended September 30, 2024. This decrease was primarily due to decreases in consumer markets of $0.6 million, decrease of $0.2 million in the defense market, and$0.1 in the medical market.
Previous wording
Cost of revenue increased by $0.2 million, to $5.0 million for the three months ended June 30, 2025, as compared to $4.8 million for the three months ended June 30, 2024. This increase was primarily due to an increase of in material costs. For six months ending June 30, 2025 the cost of revenue decreased by $0.7 million driven by decreases in manufacturing overhead costs partially offset by an increase in material costs.
Current wording
Cost of revenue increased by $0.1 million, to $6.1 million for the three months ended September 30, 2025, as compared to $6.0 million for the three months ended September 30, 2024. This increase was primarily due to an increase of in material costs. For the nine months ended September 30, 2025, the cost of revenue decreased by $0.6 million driven by decreases in manufacturing overhead costs partially offset by an increase in material costs.
Previous wording
Gross profit decreased by $0.6 million, or 26.5%, to $1.6 million for the three months ended June 30, 2025, as compared to $2.2 million for the three months ended June 30, 2024. This decrease was primarily due to the decrease in revenue and the increase in costs of goods sold. For the six months ending June 30, 2025 gross profit increased by $1.0 million driven by both the volume increase and the reductions in manufacturing overhead costs.
Current wording
Gross profit decreased by 54%, to $0.9 million for the three months ended September 30, 2025, as compared to $1.8 million for the three months ended September 30, 2024. This decrease was primarily due to the decrease in revenue and the increase in costs of goods sold. The increase in costs of goods sold was driven by an increase in labor expenses in 2025, and an increase in materials cost, particularly for aluminum. For the nine months ended September 30, 2025, gross profit increased slightly to $4.8 million from $4.7 million, for the nine months ended September 30, 2024.
Previous wording
Other income (expense) decreased by $0.35 million or (230%) to a $0.2 million expense for the three months ended June 30, 2025. This decrease was primarily due to a book gain on the sale of assets in 2024. Other expenses for the six months ended June 30, 2025 of $0.4 million increased by $0.4 million for primarily the same reason.
Current wording
Other (expenses) income remained unchanged at $0.2 million expense for both of the three months ended September 30, 2025 and September 30, 2024. Other expenses for the nine months ended September 30, 2025 of $0.6 million increased by $0.4 million, due to a $0.3 million reduction of other income attributed to the sale of an asset in 2024.
Previous wording
Income tax expense decreased by $0.03 million, to zero for the three months ended June 30, 2025, as compared to $0.03 million for the three months ended June 30, 2024. This decrease was primarily due to the decrease in net income. For the six months ended June 30, 2025 income tax expense of $0.09 million compared to an income tax benefit of $0.3 million in 2024. The increase in income tax expense was driven by the increased profitability.
Current wording
Income tax expense (benefit) decreased by $0.1 million, to zero for the three months ended September 30, 2025, as compared to ($0.1) million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, income tax provision of $0.0 million compared to an income tax benefit of $0.4 million in 2024.
Previous wording
Net loss decreased by $0.6 million, or 222%, to $0.3 million for the three months ended June 30, 2025, as compared to a $0.3 million net income for the three months ended June 30, 2024. This decrease was primarily due to a decline in sales of $0.4 million, an increase in cost of goods sold of $0.1 million, an increase in interest expense of $0.42 million and a reduction of other income of $0.3 million, offset by a decrease in general and administrative expenses of $0.2 million and an increase in other income (expense) of $0.03 million.
Current wording
Net loss increased by $1.4 million to $1.4 million for the three months ended September 30, 2025, as compared to a $0.0 million net income for the three months ended September 30, 2024. This increase was primarily due to a decline in sales of $0.9 million, an increase in cost of goods sold of $0.1 million, an increase in general and administrative expenses of $0.3.
Previous wording
For the six months ended June 30, 2025, Net loss decreased by $0.9 million to $0.02 million as compared to $0.9 million net loss in 2024. The decrease was driven by a $1.0 million increase in gross profit and a $0.6 million decrease in general and administrative costs, partially offset by a $0.4 million reduction in other expenses and a $0.3 million increase in income tax expense.
Current wording
For the nine months ended September 30, 2025, net loss increased by $0.5 million to $1.4 million as compared to $0.9 million net loss in 2024. The increase was driven by a $0.5 million decrease in sales from $21.1 million to $20.6 million, a decrease in other income of $0.4 million, and change in the tax benefit provision of $0.4 million, with the negative drivers being partially offset by a reduction in cost of goods sold of $0.6 million, as well as a decrease in general and administrative expenses of $.3 million, and other minor changes.
Previous wording
The table below presents our adjusted EBITDA, reconciled to net income for the three and six months ended June 30, 2025 and 2024.
Current wording
The table below presents our adjusted EBITDA, reconciled to net income for the three and nine months ended September 30, 2025 and 2024.
Previous wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities. As of June 30, 2025, our principal sources of liquidity were cash totaling $0.3 million and a line of credit with $1.7 million available.
Current wording
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities. As of September 30, 2025, our principal sources of liquidity were cash totaling $0.6 million and a line of credit with $0.7 million available.
Previous wording
Net cash used by investing activities was $0.6 million for the six months ended June 30, 2025, as compared to net cash provided by investing activities of $0.5 million for the six months ended June 30, 2024. The net cash used in investing activities increased due to decrease in payment of capital expenditures of $0.3 million and a sale of equipment in 2024 of $0.3 million.
Current wording
Net cash used in investing activities was $0.6 million for the nine months ended September 30, 2025, as compared to net cash used in investing activities of $0.3 million for the nine months ended September 30, 2024. The net cash used in investing activities increased primarily due to a one-time disposal of assets in 2024 that did not take place in 2025.
Previous wording
Net cash provided by financing activities was $0.15 million for the six months ended June 30, 2025, as compared to net cash provided in financing activities of $0.60 million for the six months ended June 30, 2024. The primary drivers for the year-over-year change was lower net new borrowing on credit facilities.
Current wording
Net cash used in financing activities was $0.1 million for the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $0.2 million for the nine months ended September 30, 2024. The primary drivers of this change was a decrease in the debt borrowings in 2025 of $0.6 million, partially offset by a decrease in the debt repayments of $0.3 million.